UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 20, 2016
Commission |
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Registrant; State of Incorporation; |
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IRS Employer |
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1-9513 |
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CMS ENERGY CORPORATION (A Michigan Corporation) |
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38-2726431 |
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1-5611 |
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CONSUMERS ENERGY COMPANY (A Michigan Corporation) |
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38-0442310 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2016, CMS Energy Corporation (CMS Energy) announced that John G. Russell has elected to retire from his position as CMS Energy and Consumers Energy Company (Consumers Energy) president and chief executive officer on July 1, 2016 and is expected to become the chairman of the CMS Energy and Consumers Energy boards of directors (the Boards) on May 6, 2016. He would succeed David W. Joos who has elected to retire after serving on the Boards for 15 years, including six years as chairman.
Patricia Kessler Poppe will succeed Russell as CMS Energy and Consumers Energy president and chief executive officer in July and is nominated to join the Boards in May. Russell has served since 2010 as CMS Energy president and chief executive officer, and president and chief executive officer of Consumers Energy.
Poppe, 47, is senior vice president of distribution operations, engineering and transmission for CMS Energy and Consumers Energy, with overall responsibility for the companys electric and natural gas distribution systems, energy operations and electric transmission. Previously, she served as vice president of customer operations, rates and regulation and joined Consumers Energy in 2011. Before joining the company Poppe served in leadership roles with DTE Energy, including overseeing five electric generating facilities, and held a variety of plant management positions in the automotive industry. She earned a masters degree in management from the Stanford University Graduate School of Business and received a bachelors degree and masters degree in industrial engineering from Purdue University.
In addition, the Boards expect to elect William D. Harvey, former chairman and chief executive officer of Alliant Energy, as Presiding Director on May 6, 2016.
A copy of the CMS Energy News Release is furnished as Exhibit 99.1 to this report.
Item 7.01 Regulation FD Disclosure.
CMS Energy will hold a webcast to discuss these items and certain 2015 financial results and provide a business outlook on January 27, 2016 at 9:00 AM (EST). To participate in the Webcast, go to CMS Energys home page (www.cmsenergy.com) and select Investor Meeting.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. |
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99.1 CMS Energy News Release dated January 26, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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CMS ENERGY CORPORATION |
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Dated: January 26, 2016 |
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/s/ Melissa M. Gleespen |
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Melissa M. Gleespen |
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Vice President, Corporate Secretary and |
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Chief Compliance Officer |
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CONSUMERS ENERGY COMPANY |
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Dated: January 26, 2016 |
By: |
/s/ Melissa M. Gleespen |
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Melissa M. Gleespen |
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Vice President, Corporate Secretary and |
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Chief Compliance Officer |
Exhibit 99.1
CMS Energy and Consumers Energy President and CEO John Russell to Retire; Patti Poppe Named President and CEO
· John Russell elects to retire as president and CEO on July 1, 2016 after leading successful strategy and record company performance since 2010
· Patti Poppe named president and CEO, effective July 1; nominated for election to CMS Energy and Consumers Energy boards; Poppe served as senior VP for energy distribution, led customer-focused strategy
· Russell is expected to become chairman of the boards in May, replacing Dave Joos who has elected to retire after serving for 15 years, including six years as board chairman
JACKSON, Mich., January 26, 2016 CMS Energy announced today that John G. Russell has elected to retire from his position as the companys president and chief executive officer on July 1, 2016, and is expected to become the chairman of the CMS Energy and Consumers Energy boards of directors on May 6. He would succeed David W. Joos who has elected to retire after serving on the boards for 15 years, including six years as chairman. Dave is wrapping up a very distinguished career with CMS and we are grateful for his dedicated leadership, said Russell.
Patricia (Patti) Kessler Poppe will succeed Russell as CMS Energy and Consumers Energy president and chief executive officer in July and is nominated to join the CMS Energy and Consumers Energy boards of directors in May. Russell has served since 2010 as CMS Energy president and chief executive officer, and president and chief executive officer of Consumers Energy.
Poppe, 47, is senior vice president of distribution operations, engineering and transmission for Consumers Energy, with overall responsibility for the companys electric and natural gas distribution systems, energy operations and electric transmission. Previously, she served as vice president of customer operations, rates and regulation and joined Consumers Energy in 2011. Before joining the company Poppe served in leadership roles with DTE Energy, including overseeing five electric generating facilities, and held a variety of plant management positions in the automotive industry. She earned a masters degree in management from the Stanford University Graduate School of Business and received a bachelors degree and masters degree in industrial engineering from Purdue University.
Russell, 58, is retiring after serving for six years as president and CEO and a career spanning 34 years with CMS Energy. Russells management team and company employees have delivered increasingly successful results in finance, operations and safety. In finance, the companys market capitalization increased to more than $10 billion today from $3.4 billion in 2010, with 12 consecutive years of meeting earnings expectations. Customer satisfaction has improved dramatically. In several surveys, Consumers Energy is ranked as one of the most improved and sustainable energy providers in the country. Safety, a top priority for the company, has been driven to historic levels of performance with 2015 being the safest year in Consumers Energys nearly 130-year history.
Pattis succession has been part of our strategic process for developing and preparing the next generation of leaders and ensuring a seamless and orderly CEO transition. Her passionate commitment to
customer-first management and her far-reaching and successful performance in leadership roles in the energy and automotive industries make her an ideal candidate to lead CMS Energy and Consumers Energy, Russell said.
I am honored to assume the leadership of these companies. Our executive team and employees remain fully committed to the ongoing execution of our successful strategy. We will continue to provide customers with safe, affordable and reliable electric and gas service, work collaboratively with regulators, and make Michigan a great place to live and work, said Poppe.
In addition, the boards expect to elect William D. Harvey, former chairman and chief executive officer of Alliant Energy, as Presiding Director on May 6, 2016.
CMS Energy will hold a webcast to discuss these items and certain 2015 financial results and provide a business outlook on January 27, 2016 at 9:00 AM (EST). To participate in the Webcast, go to CMS Energys home page (www.cmsenergy.com) and select Investor Meeting.
CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business and also owns and operates independent power generation businesses.
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For more information on CMS Energy, please visit our website at www.cmsenergy.com.
Media Contacts: Dan Bishop, 517/788-2395 or Brian Wheeler, 517/788-2394
Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590